I Feel Like Coming Undone
by nicalyse
Summary: It hits her all at once, when he circles his tongue around her navel, what he's intending to do. One-shot.


This was written for the prompt _What does it taste like?_ This is, therefore, nearly pointless smut. You're all such darlings, and I'd love to hear what you think!

* * *

><p>Rachel has always believed that "it just happened" is a big, fat, worthless excuse people use when they don't want to tell the truth.<p>

Then she fell into bed with Noah Puckerman and, really, it just happened.

They're friends. If they're both being honest, they've been friends in one way or another since they dated back during sophomore year, even if he denied it and she avoided him to avoid making Finn jealous. And sexual tension aside, their friendship is just easy. Last summer, when she was with Finn, the three of them spent quite a lot of time together, swimming or playing video games (Rachel is a Madden pro) or tasting recipes she was trying for the first time. When she and Finn ended their relationship in January - it turns out they're better in theory than in practice - she assumed that she'd lose Noah as part of the ridiculous, unspoken breakup custody nonsense; Noah was Finn's friend first.

Noah doesn't care about rules, so they're all still friends. He'd looked at her as if she was crazy when she suggested otherwise.

Honestly, the story of their first time isn't even interesting. They were in his room one Saturday afternoon, proofreading English essays for one another when Noah asked her what seemed like a harmless icebreaker-style question: If you could take the place of an actor in any sex scene on film, which scene would you choose? It started innocently enough, discussing scenes from movies and watching them on YouTube.

And then...it just happened.

But the thing is, it was good. And then it happened again when they were studying for a chemistry test in Rachel's bedroom. And again when she gave him a ride home from a glee club performance because his car was in the shop.

She'd insisted on discussing things after that third time, on setting up some ground rules which really boiled down to keeping things casual because she was going to New York in a few months and he hadn't decided yet what he wanted to do. She thought it important that they be on the same page.

He's her best friend, push come to shove. Her best friend with whom she has sex. She understands how this sort of thing could get messy for other people, but she thinks she and Noah will be fine. And as silly as it is, it's nice to know that she has him to distract her from the ridiculous idea of having a summer fling with some sweet boy her last summer home.

* * *

><p>It's sort of wonderful to have something in her life that's just ieasyi, and her relationship, such as it is, with Noah certainly is that. There's one thing, a little thing, really, that's become a point of contention between them.

Oral sex. Specifically, Noah performing oral sex on her.

It took weeks of being together regularly for it to come up, because up until that point, she'd done a good job, if she says so herself, of distracting him when he started to move in that direction. Then one day, it sort of came out.

* * *

><p>They're in his bedroom on a Sunday afternoon, hanging out. They aren't even talking, really, just being in the same room while he plays a violent video game and she reads a book she's checked out from the public library. Abby is downstairs, watching movies in the family room. That's the whole reason they're at the Puckermans'; Noah is babysitting and Rachel is sort of keeping him company.<p>

She chose this book because it looked like a light, easy read. It's the beginning of summer, and she's in the mood to read something uncomplicated. Except this bit...well, it's rather racy. The woman in the story lets her date lead her outside of the bar they're in, slide her panties down her legs, and drape her leg over his shoulder as he kneels before her...

Rachel can feel herself blushing.

She has to mark her page when she finishes the passage. She's feeling a bit warm all over, and she's acutely aware that Noah is on the bed beside her, leaned back against his headboard while she lies on her stomach. She knows that sex is out of the question; Rachel cannot keep quiet, and even if she could, she isn't going to have sex with Noah when his sister is downstairs.

That doesn't mean that she can't do _something_.

She pushes herself up onto her knees beside Noah, then slides her hands over the front of his shorts. She waits for him to pause his game and meet her eyes before she moves to straddle his thighs. "Hi."

He has one eyebrows raised at her when he says, "Hey," placing his hands on her hips over her pink v-neck tee shirt.

She palms him over his shorts at the same time as she leans in to kiss him gently, making him groan into her mouth and slide one hand up her back to sit between her shoulder blades. "I'm going to go down on you," she murmurs against his lips, smiling a little when she feels him twitch against her hand.

After, when he's caught his breath and she's sitting beside him, taking little sips of water from the bottle he had on his bedside table, he looks at her strangely. She's just about to ask why when he sits up and leans over to grab her book from where she left it on the end of his bed. "The fuck are you reading that made you do _that_?"

She doesn't mean to just watch him while he reads, but she can't help herself, even as she can feel her cheeks and her chest getting hot. She can't decide if this is embarrassing or sexy, him knowing what aroused her so much. It only takes a few minutes - the whole interaction is really just a handful of paragraphs in the novel - before he's slipping her bookmark back between the pages and tossing the book down to the end of the bed.

Then he's pushing her onto her back, his tongue in her mouth and his hand pushing up the side of her shirt to palm her breast, all while he fits himself between her thighs and grinds his hips against her.

"Jesus fuck, baby," he mutters against her neck. He bites at her flesh until she gasps and pushes her hips up against his. "So fucking-" He cuts himself off when he kisses her again, nipping at her bottom lip with his teeth while he brings his hand down to the inside of her thigh, sliding it upwards. "Y'know how fuckin' hot you'd look with your leg over my shoulder?"

Before she's even fully aware of what's happening, he's got her shorts pulled down off her hips and his hand in her panties, teasing her with the tips of his fingers. He doesn't seem bothered by the fact that she's still wearing her tee shirt, bunched up at her waist.

She has to tear her mouth away from his to make the sound she needs to make when he pushes a finger into her, pumping it slowly just twice before he removes it completely and brings it up to the side of her neck, leaving a trail of her own wetness from her collarbone to her ear. She bites her lip to keep from crying out when he circles the tip of his finger around her clit, his tongue following the same trail up her neck that his fingers just made.

"Taste so good, baby," he breathes against her ear. "Feel so good on my tongue. _Fuck_, I want you on my tongue."

She's half out of her head right now, honestly. He's sucking at her pulse point, his tongue darting out to taste her skin, teasing his fingers against her. She's trying so hard to concentrate on being quiet, because as good as this all feels - and _god_, it does - the last thing Rachel wants is for his sister to hear them. He's calling her baby, his lips trailing over the exposed skin of her upper chest and down over her shirt, his thumb swiping over her clit.

It hits her all at once, when he circles his tongue around her navel, what he's intending to do.

"Stop," she gasps, grabbing at his shoulders, her fingernails digging into his skin a little. "Noah, no. Stop."

He looks up at her with hooded eyes. "What, baby?"

"Stop," she repeats breathlessly, her eyebrows coming together a little when she sees the questioning look on his face. "I don't...I haven't..." She trails off helplessly.

He pulls his hand from between her legs (she whines a little) and moves back up her body until his face is hovering over hers. "No one's ever gone down on you?" She shakes her head. "Finn didn't?" She shakes her head again. "Fuck."

"I never let him," she says quietly. "I didn't..." She trails off. She's so embarrassed right now, and he's watching her seriously, his eyes locked with hers."I'm not comfortable with it," she finally manages. "It's too intimate."

He rolls his eyes. "And the fact that I was just balls deep in your mouth isn't intimate?" he counters.

Maybe he has a point. She likes performing fellatio. (She also likes the word fellatio; It may be clinical, but rolls off the tongue beautifully.) It's satisfying, making a man feel that good, watching him lose control of himself and trip over that edge. She did it for Finn quite a lot before they ever slept together, and still after, and Noah's made no secret of how much he loves her mouth and what she does with it. So maybe she's being silly, but it's his mouth and her..._her_. It's incredibly intimate, and she just wasn't ready for that before. She isn't ready for it now.

"It is," she admits quietly. "But it's different." She doesn't need him to understand, she just needs him to respect it, not to push her into doing something she's not quite ready for.

He watches her for a moment, then says, "All right," as he's leaning in to kiss her, brushing his fingertips between her legs just lightly again.

center*/center

He brings it up again. Pretty regularly, actually, though not incessantly. And it isn't as if he's pushing her, merely just reminding her that '_I totally owe you for that shit_,' and, '_it's so fucking good, baby_.'

The art of subtlety is completely lost on Noah Puckerman, but really, she doesn't think she'd have her friend any other way.

* * *

><p>It's hot.<p>

Honestly, it's June and Lima's in a heat wave, which is just too much. Rachel likes summer. She likes warm weather and swimming and cookouts and popsicles and all of the things that are a part of summer. But this heat is making her hate it. It's oppressively hot, the kind of heat that makes your chest feel heavy when you're out in it for too long, the sort of heat that keeps you indoors with the air conditioning and makes you wear your shortest shorts and lightest tank tops. It's been like this for days, and she's starting to believe that it's affecting her mind. She likes being outdoors, in the sunshine, and she just can't with the weather like this.

It's probably just an odd, heat-induced form of cabin fever, but it's no less annoying.

She and Noah are soaking up the air conditioning in her room early one afternoon, not really doing anything in particular. He's on the bed with her laptop, looking at who knows what (not pornography, because she threatened him) while she lies on the floor and flips through an issue of _Vogue_ Kurt left behind the last time he was over. Noah's iPod is docked and is playing on shuffle, and the louvers on her shutters are closed as tightly as possible to keep the sun out of the room.

She flips the magazine closed with a heavy sigh. "I cannot keep sitting in this room doing nothing," she announces, turning to look up at Noah.

He smirks at her. "I can think of something else we can do."

"That isn't exactly what I meant," she says, rolling her eyes. She'd thought that perhaps the innuendos would stop once they'd gone to bed together, but no such luck. "I need to get out of this house."

"It's too hot to do anything, baby."

She pouts at him a little. "Let's go to the Lima Bean," she offers. "We can get something to drink." He looks at her skeptically. "I'll buy."

He shakes his head a little at the hopeful look on her face. "Yeah, all right."

He holds the door of the coffee shop for her because, contrary to popular belief, Noah does have manners. Of course, his eyes are on her chest as she steps inside, so perhaps she's giving him more credit than he deserves.

"Where's your necklace?" he asks.

They join the back of the rather long line and she looks up at him. "What necklace?"

"Whichever one. You always wear necklaces."

She's somehow flattered that he's noticed that about her, though it's not all that strange that he would. "They stick when I sweat," she explains.

He tilts his head as he looks at her, reaching out to trail the tips of his fingers over her chest, just where the pendant on one of her necklaces would sit against her skin. He doesn't say anything, and before she gets a chance to, they're at the front of the line and Noah is ordering for both of them, pulling his wallet from the back pocket of his black board shorts even though she offered to buy before they left the house.

His frozen, blended, sugar-laden monstrosity is somehow finished before her iced lemon hibiscus tea, which makes no sense. Rachel catches herself watching him as he swipes his straw through the whipped cream on top, then lick it off, his tongue curling around the straw to get the last bit before he licks his lips.

The heat must be getting to her, because now she's thinking of all the things he could do with that tongue. Things that make her heart beat a little faster. Things she's never let him do before.

"Noah." She crooks her finger at him, motioning for him to lean down so she can whisper in his ear before she has a chance to change her mind. "I want-" She squeezes her eyes closed tight, even though he can't see her face, and leans closer, her lips just brushing the shell of his ear. "I want you to go down on me when we get home." Her voice is quiet, but she speaks very clearly; she wants to be sure he hears her, doesn't want to have to repeat herself.

He straightens, his hand curving around her hip as he looks down at her with wide eyes. "Are you serious?" She bites her bottom lip and nods. "You want me to-" He cuts himself off when he sees the warning (panic) in her eyes. "You're ready?"

"Yes." She thinks the goosebumps that cover her skin are from the way he's looking at her. It's a bit intense, actually.

"Rachel. You're sure?"

"Yes," she repeats

They both jump, startled, when the barista calls her name, setting her drink on the counter and looking at Rachel oddly when it takes her a moment too long to take the cup. She can feel Noah watching her as they walk to the door, and he walks right beside her on the way to the car, their arms brushing as they move.

She's nervous.

It's kind of ridiculous how nervous she is, but it makes sense, too. The first time she and Noah had sex, it wasn't a big deal. They were in his room and he was kissing her and touching her, and then she was begging him to do more. She's trying very, very hard not to make this into a big thing, but thinking about it...the anticipation.

She doesn't even want her hibiscus tea any more, which is really a shame. She loves this tea.

Noah sets his drink on her bedside table when they get back to her house, sits on the edge of the bed, and tugs her so she's standing between his knees after she's put her own drink down. "Baby," he murmurs, looking her in the eye and sliding his hands up her arms. It sounds almost like a question.

She can't tell him that her decision was brought on by the sight of him licking whipped cream off a straw. She wants to say something, but she can't decide what, so she just leans in and kisses him, curving her hand around the side of his neck, her thumb brushing along his jaw.

She's always loved the way he kisses. It's ironic, really, because for all of his talk about girls being teases, he may be the biggest tease she knows. He'll just barely brush his lips over hers, or nip at them gently, keeping the kisses light and barely there until she thinks she might go crazy from it. She thinks he likes the way it makes her whine, but she really, truly can't help herself, and today is no exception.

She feels his smirk when she lets out a little whimper, just before he slips one hand into the back of her hair and sweeps his tongue over her bottom lip. She sighs into his mouth when he (finally) curls his tongue around hers, takes a tiny step forward to press herself against him as she sinks into the kiss and tries to turn off her mind.

Except he's skimming his free hand over her side slowly, dragging the loose fabric of her tank top up with each stroke, and it's making her want _more_.

She pulls away from him, breathing out his name, and catches the hem of her shirt in her hands, tugging it up over her head in a slow, easy motion and leaving her in her black strapless bra. Noah's eyes are on her hands when she pops open the button of her shorts. "Baby," he says quietly, glancing up at her face. She just bites her lips and lowers the zipper, letting the denim slide off her thighs to the floor, kicking it behind her. Her black panties have little white polka dots on them, and if the way he curves his hand around her hip is any indication, Noah seems to like them.

She wraps her fingers around his wrists and tugs his arms gently until he stands in front of her. He's watching her carefully, his eyes dark as she pushes her hands up the front of his shirt at his abdomen, catching the fabric between her fingers and pushing upwards until he takes the hint and tugs it over his head. She stands on her toes to kiss him softly, then steps around him, climbing onto her bed and lying back against her pillows.

"Shit, baby," he breathes out, his eyes sweeping over her body before he climbs up after her, laying between her legs and kissing the breath from her lungs, distracting her while he slips his hand behind her and unhooks her bra without her even realizing.

He's very smooth, this boy.

He kisses along her jaw slowly, and when she arches her neck, he nibbles at the skin just below her ear at the same time as he swipes his thumb over her nipple, making her moan softly. "So pretty, baby."

She lets out a mewl. These are the things that catch her off guard, when he says something sweet, something that a boyfriend would say. She has to remind herself, even as he's grazing his teeth over her earlobe and making her shift her hips against his, that there's a good reason that they aren't in a relationship, that they're keeping things casual. And besides, she doesn't need a relationship with him to do this every day.

He presses his lips to the the valley between her breasts, his tongue darting out to touch her skin as he moves back up to her ear. "Wanna taste you so bad," he mutters, one finger sliding under the elastic of her panties at her inner thigh. "Taste you for real."

"Noah." God, she wants that, too. Now. "Noah, please."

He drags one knuckle over her and groans against her lips. "So wet."

He pulls her panties down her legs as he kisses down her stomach, and she can't help tensing. He nuzzles the skin just to the left of her navel with his nose and look up at her. "Baby, relax."

She takes a deep, slow breath and nods. Then he nips at her hip bone, and even though it's good, she feels herself tense again. "Rachel," he murmurs, sliding back up her body. She's hyper-aware of the fact that she's completely naked and he's still wearing his board shorts. "It'll be so good," he promises, licking a stripe up the side of her neck. It feels entirely too good. "'Kay?"

She nods, then gasps, "Yes!" when he slides the pad of his middle finger over her where she's most sensitive.

He moves more slowly down her body this time, treating her almost like the virgin that she most definitely isn't, skimming his lips over her skin as he pushes her thighs open with his hands, his fingers caressing the sensitive skin of her inner thighs before he hooks his arms around them. His eyes are locked with hers when he puts his mouth against her, but her eyes snap closed as he licks a long, slow path up her center.

Oh, _god_.

He strokes his thumbs over both of her hipbones when he does it again, this time flicking his tongue against her clit in a way that makes her hands fist in the bedspread. "Fuck, baby." He breathes it out against her, and the warm air against her center draws a sound from the back of her throat she doesn't even have a word for.

She wants to know what he looks like, doing this, so she opens her eyes and finds him watching _her_, his eyes on her face as her breathing goes funny. He swirls his tongue around her opening, making her back arch as she whimpers his name, then making her cry out when he hums against her and she feels it in her entire body, her eyes falling closed again.

It catches her off guard when he slips a finger into her, her eyes flying open so she can look down at him again. She hadn't realized he'd taken his hand off her hip, but then, she was rather distracted. She can see in his eyes that he would be smiling at her if his mouth wasn't otherwise occupied, but she can't even find it in herself to be annoyed. He's just making her feel so _good_.

She cries out when he pulls her clit into his mouth and sucks on it gently, slipping a second finger inside her and curving them upwards before moving away from her the slightest bit. "Goddamn, Rachel." Her chest is practically heaving when she meets his eyes. "You taste so good, baby."

His lips are shiny, wet with _her_, and she surprises the hell out of herself when she asks, "What does it taste like?"

His eyes widen slightly, and the hand he still has on her hip tightens, his fingers digging into her skin. "_Fuck_," he hisses. "Rachel." He curls the fingers he has inside her, making her mewl and roll her hips against his hand, then let out a whine when he pulls them from her body.

She starts to protest, but the words die on her lips when he starts moving up her body. It isn't until the last second that she realizes what he's doing, just before he trails his wet fingertips over her lips, his eyes locked with hers and darker than she's ever seen them.

She understands then, realizes exactly why he's doing this. He's answering her question in the sexiest way possible, and it makes her heart beat even faster. He makes a low noise in the back of his throat when she licks her bottom lip slowly, tasting herself there. "Good, right?"

Even though he's lying between her legs, his hardness against the inside of her thigh, he isn't touching her enough right now. That combined with the way he's looking at her is scattering her thoughts a little. A lot. "Sweet," she breathes after a moment. He lets out a groan and kisses her hard, his tongue sliding against hers and making her crazy. She can taste herself here as well, and she wishes she'd given in and let him do this ages ago.

And actually, she'd like him to finish what he started _now_.

She tears her lips from his and pushes at his shoulders a little. "Noah, please."

He slips one hand between them, rubs his fingers over her clit in a slow, easy pattern as he kisses across her cheek to her ear. "Want me to lick that pretty pussy, baby?" She whimpers and presses her hips upwards, trying for more of him. "Rachel."

"Yes, Noah, _please_."

He doesn't waste any time moving down her body again - though he does pause to swipe his tongue over her right nipple - wrapping his left arm around her thigh and just brushing the fingers of his free hand over her nerves before putting his mouth against her again.

All she can think as he pushes her towards the edge - other than Noah's name and _oh, god_ - is how much she wishes she'd done this sooner.

She cries out when he grazes her clit with his teeth. She brings her hand to the back of his head, fingers feathering through his mohawk, and she looks at him sort of desperately, she knows, when he meets her eyes. Their eyes are locked when he repeats the gentle motion once, making her head fall back as she gasps, then again, and she's gone.

Her thighs tremble when she comes apart, her back arching up off the mattress, and she thinks she's saying his name. She's a little distracted by the way he's still moving his tongue over her slowly, riding it out with her until she lets out a little mewl and shifts her hips away from him.

He crawls up her body again, kisses her hard before moving away from her completely, getting off the bed so he can push his shorts off his hips. She just watches him open the lacquered box on her bedside table where she keeps condoms (since there are no drawers) because much as she'd like to help him right now, she feels as if her bones are made of Jell-O. "You have no idea how fucking hot you are, baby."

"You tell me all the time, Noah." He does. He's been doing since long before they started sleeping together, actually. She pushes her sweaty hair back off her forehead, watches him roll the latex over his length and stroke himself slowly. It's unreal how much she wants him right now given what just happened. "I get it."

He's shaking his head when he lays between her legs again, pushing his hand into her hair and tilting her head back so he can kiss up her throat to her lips. "No idea," he says again, nipping at her bottom lip.

He pushes into her without warning, and all she can do is let out a guttural moan. She can't imagine that anything he could do to her body right now would feel short of amazing.

Neither of them lasts long, but Rachel doesn't mind, and after, he's just lying on his stomach beside her while she scrapes her fingernails gently over his scalp the way she's learned he loves. She finds herself thinking that if he had more hair, there would be something for her to hold on to when he went down on her. Because yes, that is most certainly happening again.

He opens his eyes and watches her for a moment. "You liked it, right?"

She looks at him incredulously, but she can see the amusement in his eyes. He's teasing her. "Yes, I liked it," she says quietly, looking at him through her eyelashes. "Did you?"

He scoffs. "Stupid question, Rach." (She's aware.) He slides his hand across her stomach, his thumb grazing the underside of both breasts. "You'll let me do it again, right?

She catches her bottom lip between her teeth. Honestly, just thinking about it makes her feel a little tingly. "Yes," she says after just a moment.

She sees the wicked look in his eyes before he even starts moving, but then he's kissing her gently (too gently) and moving down her body, nuzzling at her hipbone with his nose before he grins up at her. "Good, 'cause I totally owe you."

She can't help laughing, but the sound dies in her throat when he brushes his lips over her.


End file.
